Adjustment Statement Preparation Clause Samples

Adjustment Statement Preparation. As soon as practicable, but in any event not more than ninety (90) days after the Closing Date, the Purchaser shall in good faith prepare and deliver to the Sellers’ Representative an adjustment statement setting forth the amount of Closing Indebtedness, Closing Working Capital, the Closing Cash, the Accrued Tax Liabilities and Selling Expenses, in each case, as of the Closing and based on the Closing Indebtedness, the Closing Working Capital, the Closing Cash, the Accrued Tax Liabilities and the Selling Expenses as derived therefrom, the Purchaser’s written calculation of the Transaction Consideration and adjustment necessary to reconcile the Estimated Transaction Consideration to the Transaction Consideration (the “Preliminary Adjustment Statement”). The Preliminary Adjustment Statement shall be prepared as of 12:01 a.m. ET on the Closing Date, in a manner consistent with Schedule 2.3, including the types of adjustments set forth therein, and in accordance with the definitions of Closing Indebtedness, Closing Working Capital, Closing Cash, Accrued Tax Liabilities and Selling Expenses as defined in this Agreement. For purposes of complying with the terms set forth in this Section 2.5, each Party shall cooperate with and make available to the Purchaser or the Sellers’ Representative, as applicable, their respective Representatives, and the Accounting Referee all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder; provided, that access to outside accountants’ work product shall be subject to the Sellers’ Representative and its Representatives executing a reasonable and customary nonreliance letter.

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause to be prepared and delivered to Sellers’ Representative an adjustment statement setting forth the amount of the Closing Working Capital, the Closing Indebtedness and the Selling Expenses, each as of 12:01 a.m. Pacific Standard Time on the Closing Date (the “Preliminary Adjustment Statement”), and Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement shall be prepared in accordance with GAAP. Furthermore, the value of the inventory set forth in the Preliminary Adjustment Statement and the Final Adjustment Statement (as hereinafter defined) shall be determined based upon a physical count performed by Buyer (or its representatives) and observed by Sellers’ Representative (or its representatives) promptly after the Closing. The Sellers and Sellers’ Representative shall cooperate fully with Buyer in the preparation of the Preliminary Adjustment Statement.

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to Stockholders’ Representative an adjustment statement setting forth Parent’s written, good faith determination and calculation (along with reasonable supporting detail therefor) of the amount of the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Selling Expenses, respectively (the “Preliminary Adjustment Statement”), and, based on the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Selling Expenses as derived therefrom, Parent’s written, good faith determination and calculation of the Merger Consideration and the adjustment, if any, necessary to reconcile the Estimated Merger Consideration to the Merger Consideration (the “Preliminary Post-Closing Adjustment”); provided, that if the Closing Working Capital is within One Hundred Twenty- Five Thousand Dollars ($125,000) of the Working Capital Target, in either direction, then the Closing Working Capital shall be deemed to be equal to the Working Capital Target for purposes of the calculation of the Merger Consideration. The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared consistent with the definitions in this Agreement and, if applicable, the Accounting Policies.

Adjustment Statement Preparation. Within sixty (60) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller an adjustment statement setting forth the amount of the Working Capital of the Reno ECS Business, on a consolidated basis, as of the end of business on the Closing Date (the “Preliminary Adjustment Statement”) and, based on the Working Capital as derived therefrom, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price (“

Adjustment Statement Preparation. Within one hundred twenty (120) days after the Closing Date, Buyer shall deliver to Seller an adjustment statement (the “Preliminary Adjustment Statement”) setting forth the amount of the Closing Working Capital and Buyer’s written calculation of the Purchase Price, and any adjustments necessary to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement shall be prepared in accordance with GAAP, on a basis consistent with the Annual Financial Statements (unless determined not to be in accordance with GAAP). Furthermore, the value of the Inventory included in the calculation of the Closing Working Capital set forth in the Preliminary Adjustment Statement in good faith based on methodology consistent with the Interim Financial Statements and the Final Adjustment Statement (as hereinafter defined) shall be determined based upon a physical count performed by Seller or its representatives (and observed and approved by Buyer or its representatives) within thirty (30) days after the Closing Date and reconciliation of the physical count to the balance as of the Closing Date.

Adjustment Statement Preparation. As soon as practicable, but in any event not more than seventy-five (75) days after the Closing Date, the Purchaser shall in good faith prepare and deliver to the Seller an adjustment statement setting forth its calculation of the Closing Indebtedness, the Closing Working Capital, the Selling Expenses and the Closing Company Cash and, based thereon, the Purchaser’s calculation of the Purchase Price and the adjustment (if any) necessary to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Adjustment Statement”). From and after the Closing, for purposes of complying with the terms set forth in this Section 2.5, the Seller and the Purchaser shall, and the Purchaser shall cause the Company to, cooperate with and make available to each other Party, its Representatives and the Accounting Firm all information, records, data and working papers, and shall permit reasonable access, during business hours, to its personnel, as may be reasonably required in connection with the analysis of the Estimated Purchase Price, the Preliminary Adjustment Statement and the resolution of any disputes thereunder.

Adjustment Statement Preparation. Within sixty (60) days after the Closing Date, Buyer will prepare and deliver to Seller: (A) a calculation of Net Working Capital, (B) a calculation of any resulting NWC Shortfall Amount or NWC Excess Amount pursuant to Section 3.3(d)(ii), and (C) a calculation of any resulting adjustment to the Purchase Price pursuant to Section 3.1(b) (together, the “Adjustment Statement”).

Adjustment Statement Preparation. Immediately following the Closing, Buyer will conduct a physical count of the Company’s inventory (including raw materials, samples, work-in-progress inventory, prepaid inventory, accessories, supplies, spare parts, finished goods and bill of material expense items (including shipping containers, labels and packaging materials)), and the results of such count will be deemed final for all purposes of this Agreement. Within 30 days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller an adjustment statement setting forth the amount of the Closing Working Capital, the Closing Indebtedness, the Transaction Expenses and the Closing Cash (the “Preliminary Adjustment Statement”), and Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the components therein shall be prepared in accordance with GAAP. Seller shall cooperate fully with Buyer in the preparation of the Preliminary Adjustment Statement.

Adjustment Statement Preparation. Within thirty (30) days after the Closing Date, Buyers shall deliver to Sellers an adjustment statement setting forth the Net Working Capital Balance as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) and Buyers’ written calculation of the Purchase Price, and the adjustment necessary, if any, to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement will be in the same form as the Sample Net Working Capital Balance Calculation and will be prepared in accordance with the methodology set forth on Exhibit B attached hereto. In preparing the Preliminary Adjustment Statement: (a) any and all effects on the assets or liabilities of Buyers or the Business or any financing or refinancing arrangements entered into by Buyers at any time at or after the Closing Date shall be entirely disregarded; (b) it shall be assumed that the Business shall be continued as a going concern; and (c) there shall not be taken into account any of the plans, transactions or changes that Buyers intend to initiate or make or cause to be initiated or made at or after the Closing Date with respect to the Business.